Terms and Conditions
1. Definitions
"Agreement" encompasses the Software Subscription License Agreement, these present terms and conditions, as well as the privacy policy and any additional policies and annexures shared by Numeria on its Website. Together, these constitute a cohesive whole.
When referring to the "Agreement," it includes both the Software Subscription License Agreement and these terms and conditions, which are integral parts thereof, binding, and enforceable.
"Confidential Information" encompasses commercial, technical, financial, and technological data related to Numeria, including its legal structure, IT infrastructure, proprietary information, and more, regardless of format.
"Force Majeure" denotes an uncontrollable, unforeseeable impediment preventing performance of obligations.
"Proprietary Information" includes proprietary rights and interests, such as trademarks, patents, copyrights, and intellectual property rights.
Unspecified capitalized terms carry meanings ascribed in the Software Subscription License Agreement.
2. Proprietary and Intellectual Property Rights
- Numeria's Proprietary Information remains its exclusive property, and the Customer acknowledges no acquisition of rights, title, or interest in it.
- All rights not expressly granted herein are retained by Numeria.
- Numeria retains all intellectual property rights concerning the Software, including patents, trademarks, and copyrights.
- The Customer acknowledges no ownership of any intellectual property rights in the Software and waives moral rights related thereto.
- The Customer warrants non-infringement of intellectual property rights in using the Software.
- Numeria bears no liability for intellectual property claims resulting from specified circumstances.
3. Ownership of the Software
- The Software, as Numeria's confidential property, is licensed, not sold. Numeria retains ownership rights and intellectual property rights.
- The Agreement does not confer any intellectual property rights to the Customer beyond limited usage rights.
- Copyright notices on the Software or associated media must remain unaltered.
4. Disclaimer of Warranties
- Numeria warrants good faith performance but disclaims all express or implied warranties, including merchantability and fitness for a particular purpose.
- No guarantee is provided for uninterrupted, error-free Software use or specific business outcomes.
5. Limitation of Liability
Numeria and affiliates are not liable for any direct, indirect, or incidental damages arising from Software use, capped at cumulative Subscription Fees.
6. Limitation on Actions
Claims under the Agreement are time-limited, with exceptions for non-payment actions.
7. Indemnification
The Customer indemnifies Numeria against claims arising from Agreement violations or Software use.
8. Termination
Either Party may terminate the Agreement with notice. Breach by the Customer permits termination by Numeria.
9. Data Protection
Both Parties must comply with data protection laws. Numeria may process Personal Data for specified purposes.
10. Notice
Written notices under the Agreement are effective upon receipt.
11. Severability
Illegal or unenforceable provisions will be enforced to the maximum extent possible, preserving the Agreement's intent.
12. Survivability
Specified clauses survive Agreement termination indefinitely.
13. Counterparts
The Agreement may be executed in multiple counterparts.
14. Force Majeure
Neither Party is liable for failure due to Force Majeure, except for Customer payment obligations.
15. Confidentiality
Parties must maintain Confidential Information confidentiality, with exceptions.
16. Injunctive Relief
Numeria may seek injunctive relief for breach of specified obligations.
17. Marketing Reference
The Customer permits Numeria to reference its status, use its logos, and engage in marketing activities.
18. Numeria reserves the right to amend these Terms and Conditions. Continued use of the web application implies acceptance of such changes. Website information is subject to change without notice.
In the Land of Mismatched Ledgers, Where Numbers Hide and Taxes Bite, Numeria Shines: Your Financial Lighthouse
©2024. Numeria. All Rights Reserved.